Sorensen Don J 4
4 · ANDEAVOR LOGISTICS LP · Filed Aug 1, 2019
Insider Transaction Report
Form 4
Sorensen Don J
VP, Operations
Transactions
- Disposition to Issuer
Common Units (Limited Partner Interests)
2019-07-30−37,160→ 0 total
Footnotes (3)
- [F1]On July 30, 2019 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 7, 2019 (the "Merger Agreement"), by and among the Issuer, MPLX LP ("MPLX"), Tesoro Logistics GP, LLC, MPLX GP LLC and MPLX MAX LLC ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of MPLX.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each common unit representing a limited partner interest in the Issuer held by the Reporting Person was converted into the right to receive 1.135 common units (the "Public Unitholder Exchange Ratio") representing limited partner interests in MPLX. The closing price of common units representing limited partner interests in MPLX on July 29, 2019, which was the last complete trading day prior to the Effective Time, was $28.51 as reported on the New York Stock Exchange.
- [F3]Pursuant to the Merger Agreement, each phantom unit of the Issuer held by the Reporting Person was converted, at the Effective Time, into a phantom unit denominated in common units representing limited partner interests in MPLX (each, a "Converted MPLX Phantom Unit"), with the number of such common units subject to each Converted MPLX Phantom Unit equal to the product of (x) the number of common units representing a limited partner interest of the Issuer subject to such phantom units of the Issuer held by the Reporting Person immediately prior to Effective Time multiplied by (y) the Public Unitholder Exchange Ratio (such conversion, the "Phantom Unit Conversion"). As a result of the Phantom Unit Conversion, the Reporting Person received 31,257 phantom units in respect of common units representing limited partner interests of MPLX.